[For Information Purpose Only.
The Japanese language press release should be referred to as the original.]
November 18, 2019
To All Concerned Parties
Name of REIT Issuer:
Invincible Investment Corporation
Naoki Fukuda, Executive Director(Securities code: 8963)
Asset Manager:
Consonant Investment Management Co., Ltd.
Naoki Fukuda, CEOContact: Jun Komo
General Manager of Planning Department(Tel. +81-3-5411-2731)

Notice concerning Amendments of Articles of Incorporation andAppointment of Directors
Invincible Investment Corporation (“INV”) hereby announces that the Board of Directors resolved
at its meeting held today to propose the following agenda for partial amendments of Articles ofIncorporation and appointment of directors at the general meeting of unitholders (the “General
Meeting of Unitholders”) scheduled to be held on December 18, 2019. Details are as follows.
The agenda explained below shall take effect with its approval by the General Meeting ofUnitholders stated above.
Details1.

Main Contents and Reason for Amendments of Articles of Incorporation
With the consent of Consonant Investment Management Co., Ltd, the asset managementcompany, the asset management fees for the period from January 2013 to December 2019
have been reduced. INV has further obtained the consent of the asset managementcompany to reduce the amount of asset management fees for the period from January 2020
to December 2020 to an amount which is lower than the amount that would be applicable ifsuch reduction were not made, and which is at the same level as the amount applied for theperiod from January 2019 to December 2019. Accordingly, INV will amend the standards
concerning the amount and payment of the asset management fees for the period fromJanuary 2020 to December 2020. (Matters related to Article 41 and the Supplementary
Provision.)

This English language notice is a translation of the Japanese-language notice released on November 18, 2019 and was prepared solely for the convenience of, andreference by, non-Japanese investors. It is not intended as an inducement or solicitation for investment. We caution readers to undertake investment decisions basedon their own investigation and responsibility. This translation of the original Japanese-language notice is provided for informational purposes only, and no warranties orassurances are given regarding the accuracy or completeness of this English translation. Readers are advised to read the original Japanese-language notice. In theevent of any discrepancy between this translation and the Japanese original, the latter shall prevail in all respects.

1

2.

Appointment of directors
Pursuant to the Articles of Incorporation of INV, the term of office of the directors shall be
not more than two years from their respective election, and if elected at this generalunitholders meeting, the term of office of the directors will be two years commencing on
December 18, 2019. The executive director Naoki Fukuda and supervisory directors
Yoshihiro Tamura and Hiroyuki Fujimoto represented their intention to temporarily resignfrom their respective positions as of the closing of the General Unitholders’ Meeting to adjust
the term of office from the abovementioned point of view. Therefore, INV will submit
agenda for the appointment of one executive director and two supervisory directors to beappointed on December 18, 2019, to the General Unitholders’ Meeting.
In addition, with respect to the agenda for the appointment of Naoto Ichiki, a substituteexecutive director, in preparation for a situation in which the number of executive directors
falls short of legal requirements, INV will submit agenda for the appointment of one
substitute executive director.
(1) Candidate for executive director
Naoki Fukuda (current position) (Note1)(2) Candidates for supervisory directors
Yoshihiro Tamura (current position), Hiroyuki Fujimoto (current position)(3) Candidate for substitute executive director
Naoto Ichiki (new position) (Note2)(Note1) The executive director candidate above is the representative director of Consonant
Investment Management Co., Ltd., with whom INV has been entering into the relevant
asset management agreement.
(Note2) The substitute executive director candidate above is the representative director andchairman of Consonant Investment Management Co., Ltd., with whom INV has beenentering into the relevant asset management agreement.

3.

Schedule of General Unitholders’ Meeting

November 18, 2019
December 2, 2019
December 18, 2019

Meeting of the board of directors to approve agenda to be submitted at
the general unitholders’ meeting
Convocation Notice for the General Unitholders’ Meeting will bedispatched (planned)
General Unitholders’ Meeting will be held (planned)<Attachment>
Convocation Notice for the General Unitholders’ Meeting
Website of INV: http://www.invincible-inv.co.jp/eng

This English language notice is a translation of the Japanese-language notice released on November 18, 2019 and was prepared solely for the convenience of, andreference by, non-Japanese investors. It is not intended as an inducement or solicitation for investment. We caution readers to undertake investment decisions basedon their own investigation and responsibility. This translation of the original Japanese-language notice is provided for informational purposes only, and no warranties orassurances are given regarding the accuracy or completeness of this English translation. Readers are advised to read the original Japanese-language notice. In theevent of any discrepancy between this translation and the Japanese original, the latter shall prevail in all respects.

2

(Securities Code: 8963)
December 2, 2019
To Our Unitholders
Roppongi Hills Mori Tower
6-10-1, Roppongi, Minato-ku, Tokyo
Invincible Investment Corporation
Naoki Fukuda, Executive Director

Convocation Notice for the General Unitholders Meeting
Invincible Investment Corporation (“the Investment Corporation”) hereby notifies you of and requests
your attendance at the general unitholders meeting for Investment Corporation to be held as set out
below.
Please note that if you are unable to attend the meeting, you are entitled to exercise your voting
rights in writing. Please refer to the reference documents for the general unitholders meetingattached hereto, fill out your vote in favor of or against the proposals on the voting form enclosed
in order to exercise voting rights and return the voting form to us.
If you are unable to attend the general unitholders meeting and your voting form does not reach
us by 5:30 p.m. on December 17, 2019 (Tuesday), you will be deemed to be in favor of each of
the proposals at such general unitholders meeting, pursuant to Paragraphs 1 and 3 of Article 93of the Act on Investment Trusts and Investment Corporations and Article 25 of the Articles ofIncorporation set out below.

(Excerpt from the Articles of Incorporation of the Investment Corporation)
Article 25 Deemed Affirmative Vote
1. If a unitholder neither attends a general unitholders meeting nor exercises his or her voting
rights, such unitholder shall be deemed to have voted affirmatively for the proposal submitted
to the general unitholders meeting (in cases where more than one proposal has been submitted
and they include conflicting proposals, excluding all of those conflicting proposals).
2. The number of voting rights held by unitholders that are deemed to have voted affirmatively
to the proposal pursuant to the preceding paragraph shall be included in the number of voting
rights held by the unitholders in attendance at the general unitholders meeting.

-1-

Details

1. Date and Time:

December 18, 2019 (Wednesday) 10:00 a.m.
(reception will open at 9:30 a.m.)

2. Venue:

Bellesalle Roppongi Grand Conference Center, Room C + D + E
Sumitomo Fudosan Roppongi Grand Tower, 9th Floor
3-2-1, Roppongi, Minato-ku, Tokyo

Please note that the venue for the meeting is different from the venue for the previous meeting andplease refer to the “Access Map to the Venue of the General Unitholders Meeting” attached at theend of this notice so that you may come to the correct venue for the meeting.
3. Meeting Agenda:
Matters to be Resolved
Proposal No. 1 Partial Amendment to Articles of Incorporation
Proposal No. 2 Appointment of One (1) Executive Director
Proposal No. 3 Appointment of One (1) Substitute Executive Director
Proposal No. 4 Appointment of Two (2) Supervisory Directors-End-(Requests)◎For those attending the meeting, please kindly submit the enclosed voting form to the reception at
the venue.
◎If you are to exercise your voting rights by proxy, you may appoint one (1) unitholder having voting
rights and have him/her attend the general unitholders meeting as your proxy pursuant to the Article
of Incorporation of the Investment Corporation. In such case, the proxy shall submit a document
evidencing his/her authority of a proxy together with your voting form, as well as his/her voting
form at the reception desk. Please also note only unitholders having voting rights are allowed toattend the general unitholders meeting, and that any other persons including a person acting as aproxy that is not a unitholder or a guest of a unitholder may not attend the general unitholders
meeting.
◎Method of notification in the case of amendment to the reference documents for the generalunitholders meeting:
Please note that, if the Investment Corporation needs to amend matters stated in the reference
documents for the general unitholders meeting, such amendment will be posted on the Investment
Corporation’s website (http://www.invincible-inv.co.jp/).
◎Following the general unitholders meeting, Consonant Investment Management Co., Ltd., theInvestment Corporation’s asset management company, will hold an “Asset Management Briefing”
at the same venue. Those attending the general unitholders meeting are cordially invited to thebriefing.
◎We will not provide any gifts for unitholders who attend the general unitholders meeting. We
appreciate your understanding.

-2-

Reference Documents for the General Unitholders Meeting
Proposals and Reference Matters
Proposal No. 1 Partial Amendment to Articles of Incorporation
1.

Outline of Proposal and Reasons for Amendment

With the consent of Consonant Investment Management Co., Ltd, the asset management company (the“Asset Management Company”), the asset management fees for the period from January 2013 to
December 2019 have been reduced. The Investment Corporation has further obtained the consent of
the Asset Management Company to reduce the amount of asset management fees for the period fromJanuary 2020 to December 2020 to an amount which is lower than the amount that would be applicable
if such reduction were not made, and which is at the same level as the amount applied for the period
from January 2019 to December 2019. Accordingly, the Investment Corporation will amend thestandards concerning the amount and payment of the asset management fees for the period fromJanuary 2020 to December 2020. (Matters related to Article 41 and the Supplementary Provision.)

-3-

2.

Content of Amendment

The Investment Corporation will amend part of the existing Articles of Incorporation as follows.

Existing Articles of Incorporation
Chapter VIII
Asset Management Company, Asset
Custodian and Administrative Agent
Article 41 Standards for Amount andPayment of Asset Management
Fees to Asset Management
Company
The standards for the amounts of the asset
management fees to be paid to the AssetManagement Company shall consist of amanagement fee, acquisition fee anddisposition fee and the amounts or calculation
methods thereof and time of payment of such
fees shall be specifically stated below:
Asset Management Fee:The Investment Corporation shall pay theamounts in (1) and the sum of the amounts in(2) below every half accounting period within
six months after the last day of each of therelevant half accounting periods.
(1) With respect to the period in and afterJanuary 2019 to December 2019, as thefees for every half accounting period(three months), an amount not exceeding
the lower of either (A) the amountcalculated by multiplying the total amountof the relevant assets recorded as of theend of the relevant half accounting period
by 0.4%, and then dividing by 4
(disregarding any amounts less than oneyen) or (B) 150,000,000 yen: and(2) With respect to the period in and afterJanuary 2020, as the monthly fees, thehigher of either (A) the amount calculated
by multiplying the total amount of therelevant assets recorded as of the end ofeach relevant month by 0.4%, and thendividing by 12 (disregarding any amounts
less than one yen) or (B) 25,000,000 yen.

(The amended portions are underlined.)
Proposed Amendment
Chapter VIII
Asset Management Company, Asset
Custodian and Administrative Agent
Article 41 Standards for Amount andPayment of Asset Management
Fees to Asset Management
Company
The standards for the amounts of the asset
management fees to be paid to the AssetManagement Company shall consist of amanagement fee, acquisition fee anddisposition fee and the amounts or calculation
methods thereof and time of payment of such
fees shall be specifically stated below:
Asset Management Fee:The Investment Corporation shall pay theamounts in (1) and the sum of the amounts in(2) below every half accounting period within
six months after the last day of each of therelevant half accounting periods.
(1) With respect to the period in and afterJanuary 2020 to December 2020, as thefees for every half accounting period(three months), an amount not exceeding
the lower of either (A) the amountcalculated by multiplying the total amountof the relevant assets recorded as of theend of the relevant half accounting period
by 0.4%, and then dividing by 4
(disregarding any amounts less than oneyen) or (B) 150,000,000 yen: and(2) With respect to the period in and afterJanuary 2021, as the monthly fees, thehigher of either (A) the amount calculated
by multiplying the total amount of therelevant assets recorded as of the end ofeach relevant month by 0.4%, and thendividing by 12 (disregarding any amounts
less than one yen) or (B) 25,000,000 yen.

Acquisition Fee:
(Omitted.)

Acquisition Fee:
(No Change.)

Disposition Fee:
(Omitted.)

Disposition Fee:
(No Change.)

Supplementary Provision

Supplementary Provision-4-

Existing Articles of Incorporation
The amendment concerning the asset
management fee prescribed in Article 41 shallcome into effect as of January 1, 2019.

Proposed Amendment
The amendment concerning the asset
management fee prescribed in Article 41 shallcome into effect as of January 1, 2020.

-5-

Proposal No. 2 Appointment of One (1) Executive Director
Pursuant to the Articles of Incorporation of the Investment Corporation, the term of office of theexecutive director shall be not more than two years from their respective election, and if elected at thisgeneral unitholders meeting, the term of office of the executive director will be two years commencing
on December 18, 2019. Since Naoki Fukuda, the executive director, represents his intention totemporarily resign from such position as of the closing of this general unitholders meeting to adjust
the term of office from the abovementioned point of view, the Investment Corporation will hereby
propose the new appointment of one (1) executive director.
In addition, this proposal has been submitted according to the unanimous agreement of the supervisory
directors at the board of directors meeting held on November 18, 2019.
The executive director candidate is as follows.

Name(Date of Birth)

Career Summary, Status of Significant Concurrent
Positions and Position and Responsibility in theInvestment Corporation
Apr. 1985

Apr. 1998
Apr. 2000

Apr. 2004

Apr. 2006
Apr. 2008
Naoki Fukuda(Born on July 23,
1962)

Apr. 2011
Apr. 2012
Apr. 2013

Apr. 2013
May 2013
May 2013

Jun. 2013

Joined The Dai-ichi Mutual Life Insurance
Company (current name: The Dai-ichi Life
Insurance Company, Limited)
Seconded to Dai-ichi Life Capital
Properties, Inc. as PresidentManager, Investment AffiliatedEnterprises Department of The Dai-ichi
Mutual Life Insurance Company
Deputy General Manager, Real Estate
Department, Real Estate Planning Groupof the same
Seconded to Dai-ichi Life International(U.S.A.), INC. as President
Seconded to Japan Excellent AssetManagement Co., Ltd. as a Director andManager of the Real Estate Investment
Division
Seconded to SOHGO HOUSING CO.,Ltd. as an Executive Officer
Joined Prologis, Inc. as a Senior Vice
President and Finance Director, Asia
Joined Fortress Real Estate (Asia) GK(current name: Fortress Investment Group(Japan) GK) as a Managing Director
Advisor, Consonant Investment
Management Co., Ltd.
Seconded to Calliope Godo Kaisha
Seconded to Consonant Investment
Management Co., Ltd. as President andCEO (current position)
Executive Director of Invincible
Investment Corporation (current position)

Number ofInvestment
Corporation
Units Held0

Notes:
1.
Naoki Fukuda, the executive director candidate above, is the representative director ofConsonant Investment Management Co., Ltd., with whom the relevant asset management
-6-

2.

agreement was executed by the Investment Corporation. Other than the above, there is no
special interest between the candidate and the Investment Corporation.
The executive director candidate above is currently serving as the Executive Director of theInvestment Corporation and managing the whole business of the Investment Corporation.

-7-

Proposal No. 3 Appointment of One (1) Substitute Executive Director
In order to be prepared in the event the number of the Investment Corporation’s executive directors
falls below the number of executive directors as prescribed by laws and regulations, the Investment
Corporation will propose the appointment of one (1) substitute executive director.
Please note that the resolution regarding the appointment of Christopher Reed as the substituteexecutive director made at the general unitholders meeting held on December 12, 2018 will be voidon condition that this proposal be duly approved at this meeting.
In addition, this proposal has been submitted according to the unanimous agreement of the supervisory
directors at the board of directors meeting held on November 18, 2019.
The substitute executive director candidate is as follows.

Name(Date of Birth)

Career Summary and Status of Significant Concurrent
PositionsApr. 1983
Aug. 1990
Jun. 1996
May.1998
Aug. 2006

Naoto Ichiki(Born on July 10,
1960)

Feb. 2012
Mar. 2012
May 2012
Mar. 2016
Nov. 2018
Dec. 2018

Note:

Joined McKinsey & Company Tokyo Branch
Joined Morgan Guaranty Trust, Tokyo
BranchSeconded to Morgan Trust Bank as Head ofReal Estate Japan
Seconded to JPMorgan Securities as Head ofReal Estate Finance Asia
Joined Babcock & Brown Co., Ltd. (Current:
Spring Investment Co., Ltd.) as
Representative Director & Chief Operating
OfficerJoined Simplex Investment Advisors Inc. as
Representative Director, Chairman & CEO
Representative Director, Chairman & CEO of
Simplex Real Estate Management Inc.
Director of Simplex REIT Partners Inc.
Joined KK PICONT as Chief Financial
OfficerJoined Fortress Investment Group Japan GK
as a Managing Director (current position)
Seconded and appointed as Chairman ofConsonant Investment Management Co., Ltd.
(current position)

Number ofInvestment
Corporation
Units Held0

Naoto Ichiki, the substitute executive director candidate above, is the Chairman and Directorof Consonant Investment Management Co., Ltd., with whom the relevant asset managementagreement was executed by the Investment Corporation. Other than the above, there is no
special interest between the candidate and the Investment Corporation.
The appointment of the candidate as the substitute executive director may be cancelled by aresolution of the board of directors of the Investment Corporation prior to the candidate’s
assumption of office as the executive director.

-8-

Proposal No. 4 Appointment of Two (2) Supervisory Directors
Pursuant to the Articles of Incorporation of the Investment Corporation, the term of office of thesupervisory directors shall be not more than two years from their respective election, and if elected at
this general unitholders meeting, the term of office of the supervisory directors will be two years
commencing on December 18, 2019. Since Yoshihiro Tamura and Hiroyuki Fujimoto, thesupervisory directors, represent their intentions to temporarily resign from such positions as of theclosing of this general unitholders meeting to adjust the term of office from the abovementioned pointof view, the Investment Corporation will hereby propose the new appointment of two (2) supervisory
directors.
The supervisory director candidates are as follows.

Candidate
NumberName(Date of
Birth)

Career Summary, Status of Significant Concurrent
Positions and Position and Responsibility in theInvestment Corporation
Apr. 1996

Oct. 20111

Yoshihiro
Tamura(Born on
August 20,
1965)

Sep. 2013

Aug. 2017

Dec. 2018
Oct. 1996
Apr. 1999
Aug. 2001

2

Hiroyuki
Fujimoto(Born onMarch 31,1970)

Dec. 2004
Sep. 2005
Feb. 2010
Jan. 2017
Jul. 2017

Registered as lawyer (Tokyo Bar
Association)
Joined Shiba-Daimon Law Office (current
position)
Statutory Auditor of BEQONEPARTNERS.Inc. (current position)
Special Committee Member of Dispute
Reconciliation Committee for Nuclear
Damage Compensation, Ministry of
Education, Culture, Sports, Science andTechnology (current position)
OutsideMemberofCompliance
Committee, Mi-Casa Asset Management
Inc.
Supervisory Director of Invincible
Investment Corporation (current position)
Joined Deloitte Touche Tohmatsu (current
name: Deloitte Touche Tohmatsu LLC)
Registered as Certified Public Accountant
Founded CPA Fujimoto Office (current
occupation)
Registered as tax accountant
Supervisory Director of LCP Investment
Corporation
Supervisory Director of Invincible
Investment Corporation (current position)
Outside Auditor of BRYCEN Co., Ltd.
(current position)
Outside Director, Audit & Supervisory
Committee Member of NEO
MARKETING INC. (current position)

Number ofInvestment
Corporation
Units Held00Notes:
1.
There is no special interest between the supervisory director candidates above and theInvestment Corporation.
2.
The supervisory director candidates above are currently serving as the Supervisory Directorof the Investment Corporation and supervising the whole performance of duties by theInvestment Corporation’s Executive Director.
-9-Reference Matter
If there are conflicting proposals among the proposals to be submitted to this general unitholders
meeting, the provision “Deemed Affirmative Vote” prescribed in Article 25, Paragraph 1 of the
Articles of Incorporation of the Investment Corporation shall not be applicable with respect to any ofsuch conflicting proposals.
Please note that none of the proposals from Proposal 1 to Proposal 4 above constitutes a conflicting
proposal.

End of document- 10 -

Memo- 11 -

Access Map to the Venue of the General Unitholders Meeting
Venue
Address &Phone

The Nearest
Stations

Bellesalle Roppongi Grand Conference Center, Room C + D + E
Please note that the venue is different from that of the previous meeting.
Sumitomo Fudosan Roppongi Grand Tower 9F
3-2-1, Roppongi, Minato-ku, Tokyo, Japan
TEL: 03-5545-1722
Roppongi-itchome Station on Tokyo Metro Namboku Line (Directly connected to
the West Gate) *Most recommended station to accessRoppongi Station on Toei Ooedo Line (7-minute walk from the No. 5 exit)
Roppongi Station on Tokyo Metro Hibiya Line (8-minute walk from the No. 3
exit)

Access from Roppongi Sta.

Access from Roppongi-Itchome Sta.

➊Go out of Roppongi Station on Tokyo
Metro Hibiya Line at exit No. 3, turnright and go along Roppongi Street.
➋Go out of Roppongi Station on Toei
Ooedo Line at exit No. 5 and go along
Roppongi Street.
➌Go past the Convenience store (Seven
Eleven) and cross the road at the firsttraffic light. Ride down the front
escalator, turn right and go straight.
Then you will arrive at the entrance tothe building of the venue.
Directly connected to the building thatthe venue locates from the West Gateof Roppongi-itchome Station- 12 -